Joseph Braun
About Joseph Braun
Joseph P. Braun, age 51, serves as Senior Vice President, General Counsel and Corporate Secretary of Dorman Products; he joined in April 2019 and was appointed Corporate Secretary in May 2019 . Under Braun’s tenure within the executive team, Dorman’s 2024 net sales rose 4.1% to $2,009.2 million and net income increased 47% to $190.0 million; the company identifies adjusted pre-tax income as the most important measure linking 2024 pay to performance ($286.3 million), and the company’s TSR value (from a $100 base in 2019) reached $172 at year-end 2024 . Dorman’s pay-versus-performance disclosure emphasizes adjusted pre-tax income as the primary performance measure used to link “compensation actually paid” to 2024 performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dorman Products, Inc. | SVP, General Counsel | Since Apr 2019 | Leads legal, governance, M&A support; corporate secretary duties since May 2019 . |
| Avantor, Inc. | Chief Legal Officer & Corporate Secretary | — | Led legal for a global products/services provider to life sciences and advanced technologies . |
| Tyco International plc (now Johnson Controls International plc) | Vice President, M&A | — | Executed M&A; increasing responsibility in corporate development . |
| Various law firms | Corporate/M&A and securities counsel | — | Advised public and private companies on M&A, securities, governance . |
External Roles
- None disclosed for Joseph P. Braun in company filings .
Fixed Compensation
Multi-year compensation for Joseph P. Braun (Summary Compensation Table):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 424,058 | 446,079 | 464,885 |
| Bonus | — | — | — |
| Stock Awards (grant-date FV) | 514,823 | 352,196 | 760,302 |
| Option Awards | 80,034 | 101,224 | — |
| Non-Equity Incentive Compensation | 84,546 | 211,050 | 576,576 |
| All Other Compensation | 20,681 | 22,120 | 30,069 |
| Total | 1,124,142 | 1,132,669 | 1,831,832 |
2024 annual bonus opportunity (Cash Plan) and PRSU grants:
| Item | Threshold | Target | Maximum | Grant Date FV ($) |
|---|---|---|---|---|
| Non-Equity Incentive Plan (Cash Plan) | 163,800 | 327,600 | 655,200 | — |
| 2024 PRSU Component A | 927 units | 1,854 units | 3,708 units | 256,927 |
| 2024 PRSU Component B | 927 units | 1,855 units | 3,710 units | 167,822 |
| 2024 Time-based RSUs | — | — | — | 335,553 |
Notes:
- Annual cash bonus actual payout for 2024: $576,576 .
- 2024 stock awards include both time-based RSUs and performance-based RSUs .
Performance Compensation
Structure and outcomes:
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2022 PRSU (RTSR vs S&P Mid-Cap 400 Growth Index; 2022–2024 cycle) | Not disclosed | 1,661 units | RTSR rank 62.10 percentile; TSR 23.52% | 135.5% of target → 2,250 units | Certified Feb 2025; shares vested at 135.5% . |
| 2024 PRSU A (ROIC-based; 2024–2026 cycle) | 50% of PRSU grants | 1,854 units | In-progress | Up to 3,708 max units shown at year-end due to performance-to-date | Performance cycle 2024–2026; certification expected Q1 2027 . |
| 2024 PRSU B (RTSR vs Nasdaq US Benchmark Auto Parts Index; 2024–2026) | 50% of PRSU grants | 1,855 units | In-progress | Up to 3,710 max units shown at year-end due to performance-to-date | Performance cycle 2024–2026; certification expected Q1 2027 . |
| Annual Cash Bonus (Cash Plan, FY2024) | Not disclosed | $327,600 | $576,576 | Exceeded target; paid Mar 2025 | Paid post-year per plan . |
Additional policy details:
- Executive compensation program uses diversified short- and long-term metrics; 2024 PRSUs split 50% ROIC and 50% RTSR; robust clawback policies cover cash and equity incentive compensation .
- Insider Trading Policy prohibits hedging, pledging, and holding in margin accounts; pre-clearance required; blackout periods enforced .
Equity Ownership & Alignment
Beneficial ownership and award status as of March 26, 2025 / Dec 31, 2024:
| Item | Details |
|---|---|
| Beneficial Ownership (shares) | 23,028; less than 1% of shares outstanding . |
| Exercisable options within 60 days | 13,220 shares issuable upon exercise . |
| Unvested time-based RSUs (counts and year-end market value) | 179 ($23,189), 416 ($53,893), 2,594 ($336,053), 832 ($107,786), 3,709 ($480,501); values use $129.55 per share at 12/31/2024 . |
| Unvested PRSUs shown at max (counts and value) | 2022 PRSU: 3,322 ($430,365); 2023 PRSU: 4,436 ($574,684); 2024 PRSU: 3,708 ($480,371) and 3,710 ($480,631); max shown due to performance-to-date . |
| Stock ownership guidelines | CEO: 5x salary; other NEOs: 2x salary; measurement annually; excludes options and unvested performance-based awards . |
| Compliance status | All named executive officers comply or have additional time to comply . |
| Hedging/Pledging | Prohibited (short sales, derivatives, margin/pledging) per policy . |
Vesting schedules (time-based RSUs and options):
- Time-based RSUs granted 3/2/2021, 3/2/2022, 3/2/2023 vest 25% annually from first anniversary; exceptions: 2,594 RSUs granted 3/2/2022 vest 100% on third anniversary; 3/4/2024 RSUs vest 33.33% annually from first anniversary .
- Unexercisable options vest in four equal annual installments beginning on first anniversary of grant .
Option holdings (as of 12/31/2024):
| Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 5/9/2019 | 7,697 | — | 84.93 | 5/9/2027 |
| 3/2/2021 | 1,698 | 566 | 101.45 | 3/2/2029 |
| 3/2/2022 | 1,236 | 1,238 | 96.36 | 3/2/2030 |
| 3/2/2023 | 702 | 2,109 | 91.28 | 3/2/2031 |
2024 realized values:
| Item | Shares/Units | Value Realized ($) |
|---|---|---|
| Options exercised | 6,286 | 467,176 |
| Shares vested (stock awards) | 1,098 | 102,356 |
Employment Terms
Severance framework and change-in-control economics:
| Scenario | Cash Severance | Health Benefits | Bonus | Outplacement | Equity Acceleration | |---|---|---:|---:|---:|---:|---:| | Termination without Cause / Good Reason (no CIC) | 1.0x salary + 1.0x target bonus (12 months installments for NEOs) | Up to 12 months COBRA premiums | Pro-rated annual bonus (actual) | Up to $50,000 (12 months) | Per plan/award terms; not accelerated absent CIC | | Termination without Cause / Good Reason (3 months prior to or 24 months after CIC) | 2.0x salary + 2.0x target bonus (lump sum; Section 409A may require installments for Standard Cash Severance portion) | Up to 18 months COBRA premiums | Pro-rated annual bonus (actual) | Up to $50,000 (18 months) | Accelerated vesting; values shown below |
Estimated Joseph Braun payouts as of 12/31/2024:
| Context | Cash Payment ($) | Health ($) | Equity Acceleration – RS/RSUs ($) | Equity Acceleration – Options ($) | Pro-Rated Bonus ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Non-CIC termination | 795,600 | 33,500 | — | — | 576,576 | 50,000 | 1,455,676 |
| CIC + qualifying termination | 1,591,200 | 50,250 | 2,967,472 | 137,705 | 576,576 | 50,000 | 5,373,203 |
| CIC (no termination; acceleration only) | — | — | 2,967,472 | 137,705 | — | — | 3,105,177 |
Restrictive covenants:
- Non-compete and non-solicit: the greater of 12 months or the severance period tied to cash severance, capped at 18 months post-termination; general release required (except death) .
Governance and policies:
- Clawbacks on cash and equity; anti-hedging/anti-pledging; no tax gross-ups under the Executive Severance Plan .
Equity Award Grant Detail (2021–2024)
Unvested awards at year-end 2024:
| Grant Type | Grant Date | Units Unvested | Year-end Market Value ($) | Notes |
|---|---|---|---|---|
| Time-based RSU | 3/2/2021 | 179 | 23,189 | 25% per year from first anniversary . |
| Time-based RSU | 3/2/2022 | 416 | 53,893 | 25% per year . |
| Time-based RSU | 3/2/2022 | 2,594 | 336,053 | Vests 100% on third anniversary . |
| Time-based RSU | 3/2/2023 | 832 | 107,786 | 25% per year . |
| Time-based RSU | 3/4/2024 | 3,709 | 480,501 | 33.33% per year from first anniversary . |
| PRSU (2022–2024 cycle; shown at max at year-end) | 3/2/2022 | 3,322 | 430,365 | Payout certified at 135.5% in Feb 2025 . |
| PRSU (2023–2025 cycle; shown at max at year-end) | 3/2/2023 | 4,436 | 574,684 | Cycle in progress; final certification expected Q1 2026 . |
| PRSU (2024–2026 cycle; shown at max at year-end) | 3/4/2024 | 3,708 | 480,371 | Cycle in progress; final certification expected Q1 2027 . |
| PRSU (2024–2026 cycle; shown at max at year-end) | 3/4/2024 | 3,710 | 480,631 | Cycle in progress; final certification expected Q1 2027 . |
Deferred Compensation
Non-Qualified Deferred Compensation Plan activity for 2024:
| Name | Executive Contributions ($) | Registrant Contributions ($) | Aggregate Earnings/Loss ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| Joseph P. Braun | 80,902 | — | 34,785 | 392,378 |
Plan overview: eligible executives may defer up to 25% of base salary and 90% of bonus; 100% vested in deferrals and earnings; distributions per 409A rules; balances remain employer assets subject to creditors .
Compensation Structure Analysis
- Braun’s 2024 equity grants increased significantly versus 2023 (stock awards $760,302 in 2024 vs $352,196 in 2023), shifting mix toward long-term equity aligned to ROIC and RTSR metrics .
- Annual cash bonus paid rose to $576,576 in 2024 from $211,050 in 2023, consistent with improved net income and adjusted pre-tax performance used in pay-versus-performance linkage .
- No tax gross-ups under the Severance Plan; clawback coverage for cash and equity; anti-hedging/pledging decreases misalignment risk .
Risk Indicators & Red Flags
- Hedging/pledging prohibited and pre-clearance/blackout structures suggest lower misalignment and margin-call risk .
- Option repricing not disclosed; grants vest on standard schedules; in-the-money value present (e.g., CIC option acceleration value $137,705), but policy controls limit hedging .
- Related-party disclosures exist at the company level (facilities leases) but do not involve Braun; no late Section 16 filings noted for Braun in 2024–2025 review .
- Ownership is immaterial (<1%), but guidelines require 2x salary and compliance is reported for NEOs .
Say-on-Pay & Shareholder Feedback
- Program features: robust stock ownership guidelines, diversified metrics (ROIC/RTSR), clawbacks, no tax gross-ups; annual advisory vote held; specific approval percentages not disclosed in provided excerpts .
Expertise & Qualifications
- Corporate legal executive with experience as CL0/Corporate Secretary at Avantor; VP M&A at Tyco/Johnson Controls; prior law firm M&A/securities counsel .
- Responsibilities include legal, governance, and transaction execution; aligns with execution support for strategy and risk management .
Work History & Career Trajectory
| Organization | Role | Tenure | Notable Impact |
|---|---|---|---|
| Dorman Products | SVP, General Counsel & Secretary | Since 2019 | Legal leadership; governance; supports acquisitions and corporate strategy . |
| Avantor, Inc. | CL0 & Corporate Secretary | Prior to 2019 | Led global legal function in life sciences/advanced technologies . |
| Tyco/Johnson Controls | VP, M&A | Prior roles of increasing responsibility | Corporate development and transactions . |
| Law firms | Associate/Attorney | — | Advised on M&A, securities, governance . |
Investment Implications
- Pay-for-performance alignment is credible: 2024 PRSUs split ROIC/RTSR, and 2022 PRSUs paid 135.5% on strong RTSR relative performance; annual cash bonus materially above target reflects adjusted pre-tax income focus .
- Retention risk appears moderate: meaningful unvested PRSUs across 2023–2025 and 2024–2026 cycles, standard option vesting through 2031, and non-compete/non-solicit up to 18 months; CIC economics are sizeable, offering protection but also potential supply from accelerated equity .
- Insider selling pressure: 2024 option exercises ($467k realized) and vesting suggest some supply; monitor vesting events and 10b5-1 plans around PRSU certification windows (e.g., Q1 2026/Q1 2027) .
- Alignment safeguards (ownership guidelines, clawbacks, anti-hedging/pledging) reduce governance red flags; ownership is minimal (<1%), but compliance with 2x salary requirement compensates for low absolute holdings .